Succession / changes in the committee

The articles of association may provide that the committee is not elected by the general meeting, but by another body, for instance by the committee itself. If the committee appoints new committee members, this is called co-option.

Question

A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?

Answer

It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.

If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.

An honorary office implies hard work. It requires a lot of dedication and skills. Therefore, it is a good idea to provide a confirmation that documents the activities and competencies of committee members.

Occasionally a letter of recommendation will be issued for work with the committee. In any case, a certificate should be provided for outgoing committee members, which shows the function the person leaving the organisation occupied over what time. Salaried employees are entitled to a letter of recommendation.

Question

Our committee has taken the decision to symbolically record the work it performs so as to be able to legitimise its position well during negotiations for subsidies. Is it only the time spent in attendance at the office that should be recorded? Or should the, in some cases, very long amounts of time required to reach the office also be taken into account as no other work can be performed during the journey?

Answer

It is great that you record your hours and can thus substantiate the work you perform! This forms the basis for the recognition of performed work, irrespective of whether compensation is provided for it or not. At the same time, the recording of hours worked is also helpful for things like job descriptions for interested volunteers.

Whether travel time should be included in these working hours is actually contentious, with both approaches being legitimate. Ideally, both should be reported separately, with different rates being applied to working hours and travel time (e.g. half the [fictive] remuneration for work is paid for travel time).

The committee or a member of the committee may be dismissed (voted out of office) by the general meeting of the association. The right to dismissal by the general meeting of the association is established by law (in every case) where it is justified for an important reason. Members of the board of directors may not dismiss their own colleagues themselves unless the articles of association expressly permit it.

If the general meeting is not content with the committee’s management, it can vote the committee out of office. Either all members or only individual members of the committee may be voted out of office. If no new committee members are available and the association cannot appoint permanent members to its governing bodies at the time of dismissal, the committee shall be dissolved. In rare cases, an administrator shall be appointed.

Question

As we have constant disputes due to a fellow committee member, we want to remove him from office. How do we need to proceed?

Answer

Generally speaking, committee members are unable to remove or vote out a colleague themselves. The committee members are elected by the general meeting and only the general meeting has the authority to relieve them of their duties.

Following the passing of a majority resolution within the committee, a motion can be put forward at the general meeting for the colleague in question not to be re-elected. It is, however, down to the general meeting to decide whether to pursue such a motion or not. Whether choosing this path will resolve the conflict situation is another matter. Problems are often not simply tied to a lone individual. It is possible that seeking out the cause of the conflict and holding joint discussions will prove a more promising solution.

Members who step down from the committee shall hand over the files in their possession to the committee, allowing the committee to pass them on to the newly elected committee members. Personal notes should be removed and the files should be cleaned, sorted and handed over in their entirety.

Departing members of the committee shall ensure that the committee is well informed about their activities. If requested, they shall be available to give information to their successors and introduce them to their new function.

Question

A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?

Answer

It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.

If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.

Even if the election is for one term of office, a member of the executive committee may resign from the committee at any time. However, the departing committee member must give notice of the resignation in due time and ensure an orderly handover of responsibilities.

Question

I have been a member of an association committee for several years. I would now like to hand over this honorary office. What is the right way to go about this? Is it enough to inform the committee in writing that I will no longer be standing for election at the next general meeting?

Answer

Generally speaking, you have the right to leave the committee at any time. It is ideal for everyone involved if you announce your resignation as early as possible. As you were elected by the general meeting, your resignation must also be communicated to the association's members via the committee. You are in a better position to judge for yourself whether you should announce your planned resignation directly at the next committee meeting - to be recorded in the minutes - or whether it would be better in terms of timing to write a letter of resignation. There are no requirements as regards form. When a committee members resigns, it is good for the committee and the association to learn what the reasons for this decision were and, where applicable, to get tips for the successor. It is also certainly appreciated if, upon request, you continue to make yourself available for the handover and the induction of your successor in their new role.

Responsibility for finding a successor lies with the remaining committee members. This means that you should feel no obligation to find your replacement yourself.

Question

A while ago, a member of the board announced that he was stepping down from the board. Now he wants to reverse his decision and remove the item "Election of a new member of the board" from the agenda. But not all of the members of the board are enthusiastic about having him remain on the board.  We also already have a new candidate. Do we simply have to accept the reversal of his decision?

Answer

The resignation of an elected member of a corporate body is what is known as an "act of formation" that directly results in (creates) a legal situation. In other words, as of the date when he announced that he was stepping down the member concerned was no longer a member of the board. In order for the member concerned to remain on the board, he must be elected again at the annual general meeting.

Departing committee members must be adequately replaced, which is not always easy. It is not the outgoing committee member who has to look for a successor, but the remaining committee members. They must submit a nomination to the general assembly. It helps to clarify in advance which requirements the new member of the committee should meet and which experiences, competencies and abilities are expected for the new member to be a good match for the committee. The search for a new committee member is a long-term process: It is advisable to start looking for a possible candidate early on.

Question

Is it allowed for an individual who is not a member to be elected to an association's committee? The members of our association are exclusively legal entities. A suitable individual would make themselves available to serve on the committee but does not belong to any of the member associations.

Answer

This example shows that there can be good reasons for electing a non-member to the association committee. As far back as 1947, the Federal Supreme Court ruled in a corresponding judgement that, for reasons of association autonomy and practical life, natural persons who are not association members may also be elected to the committee.

As this tends to be an exception in practice, it is recommended to explicitly mention in the articles of association that non-members may serve on the committee.

Question

We are looking for new committee members. At the last general meeting, we established a selection committee for this purpose. This has drawn up specifications for the open positions on the committee. Could you provide us with further tips for our search?

Answer

It is often not easy to find suitable successors for an honorary post. Both the content of the position (tasks) and relationships play an important role in the search. The role may appeal to somebody as he or she can contribute special knowledge or because the association's purpose is something close to his or her heart. Others are looking for such a position as a means of finding a balance to their professional life and like to work on unusual tasks. The desire to achieve something together with other committee members can also be a key motivator. Specifications certainly help in giving the interested individual an impression of the tasks that await them and in making clear which of their skills they can contribute.

The most successful method is to directly approach people who may come into consideration in person.  Explain how you yourself identify with the association and describe your motivation for the work you do. Share funny experiences and interesting anecdotes with your counterpart. Tell (success) stories, for example about a particularly successful event, a fruitful cooperation with the municipality or the launch of a new website.

Question

Our small gymnastics association is having difficulty finding new committee members. Of our active gymnasts, almost all have already held office at one time or another. One committee member has now had the idea of asking an individual who isn't a gymnast at all, but whose children are in the squad. Can a non-active member be elected to the committee? And does this even make sense?

Answer

There is nothing standing in the way of this plan unless it is stated in your articles of association that only active association members can be elected to the committee. After all, you are not looking for somebody to do a cartwheel or perform as many squats as possible. Rather, you want to find somebody who is capable of co-leading an association and who can fit into its committee. It is also possible that you are looking to fill a specific area of responsibility, for example somebody to oversee the actuarial or financial side of things or even to take on the role of chairperson.
Good minute-takers, financial experts and leadership figures can also be found outside the ranks of the active gymnastics team. A committee member should, of course, have an interest in the association's activities, but a somewhat external perspective can surely be of no detriment to the association.

Question

What are the consequences if it is not possible to fill the seat of the chairperson during the elections at the next general meeting?

Answer

Even if the seat of the chairperson is temporarily not filled as stipulated by the articles of association, this has no legal consequences for the association, provided that the vacancy is not dragging on for years and the association is actively searching for a new chairperson. After all, it is highly unlikely that someone is going to file a complaint for that matter. However, if the vacancy might persist for a prolonged period, a corresponding amendment of the articles of association should be considered. The same applies to other vacancies on the executive committee.

During the vacancy, it is important to distribute the tasks among the committee members effectively, according to the available time and professional interests of each member. A contact person should be appointed for internal and external issues (a function which is usually assumed by the chairperson). For the public, it must be clear who to contact by telephone or in writing.

Of course, the signatory rules must be modified, too.

The vacancy can also represent an opportunity. The position of chairperson might become more attractive for potential candidates if the responsibilities of the executive committee are shared among several committee members. Members can be mobilised to provide occasional support or the position of a co-chair can be introduced. During the transitional period, a new culture of cooperation might emerge.

Board members should have certain skills, knowledge and experience or they should be prepared to acquire them. When looking for new committee members, it makes sense to create a corresponding profile and to define in detail which characteristics the new member should possess.

Question

We are looking for new committee members in the association. A married couple have expressed their interest. Is it generally allowed for related individuals to sit on the same committee?

Answer

Yes, this is allowed. In specific cases, it can be justified to ask whether family representation is appropriate or not. Keywords to consider here: synergies, short information paths, concentration of power, etc.

Ultimately, it is the members who decide with their vote whether or not they want to have people from the same family on the committee. It must be noted that the requirement to abstain from voting on legal transactions or legal disputes with the association also applies to relatives in accordance with Article 68 of the Swiss Civil Code (ZGB) Not least for this reason, it makes little sense for the committee to exclusively or primarily comprise family members. It is then almost impossible for resolutions to be passed in an orderly fashion.

Departing committee members must be adequately replaced, which is not always easy. It is not the outgoing committee member who has to look for a successor, but the remaining committee members. They must submit a nomination to the general assembly. It helps to clarify in advance which requirements the new member of the committee should meet and which experiences, competencies and abilities are expected for the new member to be a good match for the committee. The search for a new committee member is a long-term process: It is advisable to start looking for a possible candidate early on.

Question

Our association has been in existence for more than 50 years and organises various activities for senior citizens. In some cases, these are now carried out by other organisations. We now find ourselves in a situation where nobody else wants to join the association and even committee members occasionally want to step down. All of the members have already served on the committee. While individual members want to continue taking on tasks, they have no desire to sit on the committee. What would be your recommendation to us?

Answer

Your association cannot avoid the question of whether it is still needed and what would happen if the association no longer existed. Together with your colleagues, consider which activities you absolutely want to continue with and in what form. What can be given up without issue? Perhaps there is an opportunity to link up with an organisation that pursues similar goals?

Whatever the answers to these questions may be, your association was good and necessary. Without it, these offers that others are now taking on wouldn't have existed in the first place. It would therefore not be true to say that the association had failed if it now had to be discontinued.

Question

A member of our association's committee has tendered his resignation, as he is moving away from the area. However, only around 18 months of the four-year term of office have passed. Is it actually permitted for this individual to step down? Where necessary, is the committee itself able to define a new member prior to the next general meeting so that it remains able to perform its function?

Answer

It often occurs that a committee member is unable or does not wish to complete his or her term of office. Committee members also have the right to withdraw from the association. Should a committee member step down at the end of an association year, by-elections usually take place at the next general meeting.

If a committee member stands down during the course of the year and their absence is manageable, it is possible to wait until the next general meeting. However, if the committee is urgently relying on a replacement so that it can continue its business, it is beneficial if the articles of association allow for so-called co-optation. This means that the committee itself can hold a by-election. The corresponding article may then, for example, read as follows: "Vacancies that emerge during the course of a business year can be re-filled by the committee itself prior to confirmation by the general meeting". If this option is not provided for in the articles of association, the committee can hold elections at an extraordinary general meeting. Or it has to see how it can get things done without a replacement. In any case, it is the responsibility of the departing committee member to ensure the careful handover of official business.

The committee shall be elected for one term of office. The term of office is specified in the articles of association and may be several years. In general, the term of office is one or two years. In the articles of association, it is specified whether re-election is possible or not. A term of office usually starts with the election at the general meeting and ends at the next election.